FORM U-12(I)-B (THREE-YEAR STATEMENT)

                SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.

                  Three-Year Period Ending 2004

              FORM U-12(I)-B (THREE-YEAR STATEMENT)

Statement Pursuant to Section 12(i) of Public Utility Holding Company Act of
1935 by a Person Regularly Employed or Retained by a Registered Holding
Company or a Subsidiary Thereof and Whose Employment Contemplates Only Routine
Expenses as Specified in Rule 71(b)

(To be filed in DUPLICATE.  If acknowledgment is desired, file in triplicate)

1. Name and business address of person filing statement.

  See attached Exhibit A

2. Names and business addresses of any persons through whom the undersigned
  proposes to act in matters included within the exemption provided by
  paragraph(b) of Rule U-71.

  None.

3. Registered holding companies and subsidiary companies by which the
   undersigned is regularly employed or retained.

   National Grid USA Service Company, Inc. and associated companies, including
  National Grid USA and National Grid Group plc.

4. Position or relationship in which the undersigned is employed or retained
   by each of the companies named in item 3, and brief description of nature
   of services to be rendered in each such position or relationship.

  See attached Exhibit A

5. (a) Compensation received during the current year and estimated to be
   received over the next two calendar years by the undersigned or others,
   directly or indirectly, for services rendered by the undersigned, from each
   of the companies designated in item 3.  (Use column (a) as supplementary
   statement only.)

   See attached Exhibit B

(b) Basis for compensation if other than salary.


6.   (To be answered in supplementary statement only.  See instructions.)
     Expenses incurred by the undersigned or any person named in item 2, above,
     during the calendar year in connection with the activities described in
     item 4, above, and the source or sources of reimbursement for same.

  (a) Total amount of routine expenses charged to client:

      See attached Exhibit B

  (b) Itemized list of other expenses:          None

National Grid USA Service Company, Inc.


By: s/Joel DeJesus
   ______________________________________________
   Joel deJesus


By: s/Carlos A. Gavilondo
   _______________________________________________
   Carlos A. Gavilondo


     s/Ronald T. Gerwatowski
By:  ___________________________________________
     Ronald T. Gerwatowski


     s/Paul J. Halas
By:  ____________________________________________
     Paul J. Halas


By: s/Howard Philip Johnson
   ______________________________________________
   Howard Philip Johnson


     s/James S. Robinson
By:  ____________________________________________
     James S. Robinson


     s/Masheed H. Rosenqvist
By:  ____________________________________________
     Masheed H. Rosenqvist


By: s/Nick Winser
   ______________________________________________
   Nick Winser



Date: January 30, 2002


                          EXHIBIT INDEX


Exhibit No.         Description                        Page
- -----------         -----------                        ----

   A         Names, positions, corporate affiliations  Filed
             and business addresses of individuals who herewith
             may act during 2002, 2003, and 2004 in
             matters included within the exemption
             provided by paragraph (b) of Rule 71

   B         Compensation received during the current  Filed
             year and estimated to be received over the     herewith
             next two calendar years and total amount
             of routine expenses charged to client in 2001


                                                       EXHIBIT A


Names, positions, corporate affiliations and business addresses of individuals
who may act during 2002, 2003, and 2004 in matters included within the
exemption provided by paragraph (b) of Rule 71:

National Grid USA Service Company, Inc.

Joel DeJesus
Counsel

Carlos A. Gavilondo
Counsel

Ronald T. Gerwatowski
Senior Counsel

Paul J. Halas
Special Counsel

Howard Philip Johnson
Project Manager - National Grid USA

James S. Robinson
Vice President - Transmission Finance
New England Power Company

Masheed H. Rosenqvist
Vice President - Transmission Strategy
New England Power Company

Nick Winser
Senior Vice President, National Grid USA (election to position
expected in early 2002)

The business address of the above listed persons is:

   25 Research Drive
   Westborough, MA 01582


The duties of each of the above-listed individuals may require, among other
things, such appearances as may be necessary before the Federal Energy
Regulatory Commission, the Securities and Exchange Commission, and, possibly
on rare occasions, Congress, or the staff of the Commissions or Congress, to
present or discuss matters affecting the National Grid Group plc companies.
The time devoted to such activities represents only a small fraction of the
time devoted to the duties of their above-listed positions.


                                                  EXHIBIT B




                   Total Compensation
Name of Recipient  Received in 2001(A)       Estimated Compensation (B)
- -----------------  -------------------     ------------------------------
                                        2002     2003     2004
                                        ----     ----     ----
                                              

Joel deJesus (c)

Carlos A. Gavilondo

Ronald T. Gerwatowski

Paul J. Halas (c)

Howard Philip Johnson (c)

James S. Robinson

Masheed H. Rosenqvist

Nick Winser (c)

      (Filed under confidential treatment pursuant to Rule 104(b))




(a)  Does not include incentive compensation, if any, for 2001, which amount
   is not determined at this time.  Includes bonuses paid to recipient in
   calendar year 2001 and contributions made to 401(K) plan and excludes
   health insurance amounts and dependent care spending and health care
   spending allowances paid by employee and amounts reported to the IRS as
   taxable compensation re: life insurance and other fringe benefits.

(b)  Does not include an estimate of incentive compensation.

(c) Column A is not applicable since filing for this individual is not a
   supplementary statement.





                              Total Amount of Routine Expenses
   Name                           Charged to Client in 2001
   ----                       --------------------------------
                                                     

Carlos A. Gavilondo                              $46,075

Ronald T. Gerwatowski                             $3,810

James S. Robinson                                $13,555

Masheed H. Rosenqvist                            $40,055






   National Grid USA           John G. Cochrane
                               Treasurer






                               January 30, 2002



Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

   National Grid USA is participating in the Electronic Data Gathering and
Retrieval Program.

   Submitted herewith in electronic format for filing with the Commission is
Form U-12-IB for the three-year period ending 2004.

                               Very truly yours,

                               s/ John G. Cochrane




National Grid USA
25 Research Drive
Westborough, MA 01582-0001
Telephone: 508-389-2174
Fax: 508-366-5498
John.Cochrane @us.ngrid.com